Terms and Conditions

1. Parties

These Terms are entered into between Lineer Pty Ltd (ACN 685 207 685) and the User or Organisation that signs up for or accesses the Services.

In these Terms:

• when we say 'Lineer', 'we' or 'us', we are referring to Lineer Pty Ltd (ACN 685 207 685) and its affiliates, subsidiaries, Related Bodies Corporate, subcontractors, and licensors.
• when we say 'you' or 'your' in these Terms, we are referring to any of the following types of users or customers, unless a specific type of user or customer is being referred to, in which case we will specify the relevant type of user of customer instead of 'you':
  • User, being any person that uses or accesses the Services;
  • Account Holder, being the User who creates and / or maintains an account to use the Service on behalf of an Organisation;
  • Organisation User, being a User linked to an Organisation's account, including as an employee, administrator, or authorised representative;
  • Organisation, being a business or entity that accesses or uses the Service.

2. Definitions and Interpretation

2.1. Defined Words

In these Terms, the following capitalised words have the following meanings:

• Acceptable Use Policy has the meaning given at clause 6 below;
• Account Holder means a User who creates and maintains an account to use the Service or, where the User is an Organisation User, in which case the Account Holder is the Organisation;
• Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
• Cloud Service means the Lineer online cloud software application available through https://www.lineer.ai that provides AI-powered sales outreach, CRM, and communication tools, but does not include any Third-Party Applications;
• Company means Lineer Pty Ltd (ACN 685 207 685) and its affiliates, subsidiaries, and licensors;
• Commencement Date means the date that you agree to these Terms in accordance with clause 3 below;
• Customer Data means all data (including Personal Information), text, information, images, audio, video, photographs, software, and other content and material, in any format, provided by the Organisation or User that is stored in, or run through, the Services;
• Enterprise Agreement means, in respect of a User or Organisation, a separate agreement between the Company and that User or Organisation that provides customised terms;
• Law means any statute, regulation or other statutory provision (whether Commonwealth, State or municipal);
• Malicious Code means any computer code, file or script designed to damage (or detrimentally interfere with) software or data including any virus, worm, time bomb or trojan horse;
• Organisation means a business or entity that accesses or uses the Service;
• Organisation User means a User linked to an Organisation's account, including as an employee, administrator, or authorised representative;
• Party means a party to these Terms and Parties means both of them;
• Personal Information has the same meaning as under the Privacy Act;
• Privacy Act means the Privacy Act 1988 (Cth);
• Privacy Policy means the Company's privacy policy, which you can access here;
• Related Body Corporate has the same meaning as under the Corporations Act 2001 (Cth);
• Service means the Cloud Service, and any related or other software applications, tools, or services provided by the Company;
• Subscription means a paid plan that grants access to the Services on a recurring basis;
• Subscription Fee means the fees payable by you for access to and use of the Service under your Subscription to the Services, as specified on our website or as otherwise agreed with you in writing, and as updated from time to time in accordance with these Terms;
• Tokens means the usage credits consumed when using AI-powered features of the Service, including but not limited to AI chat, agent workflows, prospect research, and email generation. Token consumption varies based on the complexity and type of AI operation performed;
• Pay-As-You-Go means a billing arrangement where you purchase Tokens on a non-recurring basis to be consumed as needed, without a recurring Subscription;
• Terms means these terms and conditions, including any updates or modifications to them;
• Third Party Applications means applications, software, websites, integrations or services provided by a party other than the Company that interoperate or integrate with the Cloud Service or that may be accessed through, within, or in conjunction with the Customer's use of the Cloud Service;
• User means any person that accesses or uses the Service;
• You or your refers to any User, Organisation, or Organisation User, accessing or using the Service;
• Intellectual Property Rights means all present and future intellectual property or other proprietary rights including copyright, registered and unregistered trademarks, designs, patents and any rights in respect of inventions, circuit layouts, computer programs, business or domain names, know how, trade secrets, arising anywhere in the world and whether registered or unregistered and includes any moral rights.

2.2. Interpretation

• Headings are for convenience only and do not affect interpretation.
• A reference to includes, including, for example or similar expressions, does not limit what else might be included.
• These Terms must not be interpreted against a party solely because they prepared it.
• Unless the context requires otherwise:
  • the singular also includes the plural, and vice versa, and if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  • a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
  • a reference to a Party to these Terms or another agreement or document includes the party's successors, permitted substitutes and permitted assigns;
  • a reference to an agreement or document (including a reference to these Terms) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by these Terms or that other agreement or document, and includes the recitals, schedules and annexures to that agreement or document;
  • a reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

2.3. Priority of Terms

If you have entered into an Enterprise Agreement with us, the pricing, service terms, and other conditions in your Enterprise Agreement will apply in place of, or in addition to, these Terms. If there is an inconsistency between your Enterprise Agreement with us and these Terms, then the terms of your Enterprise Agreement will take priority over these Terms to the extent of the inconsistency.

3. Acceptance of Terms

By accessing, using, or registering for the Company's Services, including the Lineer Website, or by clicking the "I agree" button (or similar button or checkbox) during registration for the Cloud Services, you acknowledge and agree that you have read and agree to these terms and conditions, as well as to any policies they refer to, and to any additional terms and conditions that may apply to specific products or services that you use.

If you are an individual entering into this agreement on behalf of your employer or another legal entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such legal entity to these Terms; (ii) you have read and understood these Terms; and (iii) you agree to these Terms on behalf of the employer or legal entity that you represent.

If you do not agree with these Terms, you must not sign up for, access, or continue using the Services.

4. Updates to the Service and Terms

4.1. Changes to the Service and Terms

We may update or modify these Terms from time to time at our discretion. When we make changes, we will notify you in advance through reasonable means such as via email or a notice within the Service. Changes take effect on the date specified in the notice.

4.2. Acceptance of Updated Terms

Your continued use of the Service after any changes to these Terms take effect constitutes your acceptance of those changes. If you do not agree with the updated Terms, you may cancel your Subscription and stop using the Service prior to the new Terms taking effect in accordance with clause 9.

4.3. Updates to the Service

We may modify, update, or discontinue features or functionality of the Service at any time. While we endeavour to maintain core functionalities, we do not guarantee that all features will remain available.

5. Grant of Licence

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, and revocable licence to access and use the Service for your internal business purposes during the term of your Subscription.

The licence granted under this clause does not include a right to sublicense, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service.

6. Acceptable Use Policy

You agree that you will only use the Service in accordance with all applicable laws and regulations. You will not use the Service in a manner that:

• infringes the rights of any third party, including Intellectual Property Rights or privacy rights;
• is unlawful, fraudulent, deceptive, or harmful;
• involves the distribution of Malicious Code or any other harmful software;
• violates any applicable laws, including anti-spam laws (such as CAN-SPAM, GDPR, and the Spam Act 2003), consumer protection regulations, or data protection laws;
• involves impersonation or misrepresentation of your identity or affiliation with any person or organisation;
• interferes with, disrupts, damages, or accesses in an unauthorised manner our network, servers, or systems, or those of any Third-Party Application;
• involves reselling, sublicensing, or providing access to the Service to any third party outside your Organisation.

We reserve the right to suspend or terminate your access to the Service if we believe you have breached this Acceptable Use Policy in accordance with clause 11.

7. Account Responsibilities

7.1. Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately if you suspect any unauthorised use of your account.

7.2. Organisation Accounts

• The Organisation that registers for the Service is responsible for managing and overseeing access to the account by its Organisation Users.
• If you are an Account Holder for an Organisation, you represent and warrant that you have the authority to bind the Organisation to these Terms.
• If you are an Organisation User, your access and use of the Service is subject to these Terms, the Organisation's policies, and any instructions provided by the Organisation.
• Any actions taken by Users associated with your account will be considered actions taken by your Organisation. You are responsible for ensuring that Users associated with your account comply with these Terms.

8. Subscription and Payment

8.1. Subscription Plans

Our Service is offered through various Subscription plans and Pay-As-You-Go options. Subscription plans include a monthly allocation of Tokens for AI-powered features, along with access to platform features, storage, support, and usage limits. Pay-As-You-Go Tokens may be purchased separately or in addition to a Subscription plan. Details of the available plans, Token pricing, and associated fees are provided on our website or as agreed upon in your Enterprise Agreement.

8.2. Payment Terms

• You agree to pay the applicable Subscription Fees in advance, as specified on our website or your Enterprise Agreement.
• All fees are non-refundable unless otherwise stated in these Terms or in an Enterprise Agreement.
• Subscription payments are due on a recurring basis (monthly or annually, as selected during sign-up) and are automatically charged to your nominated payment method unless you cancel your Subscription. Pay-As-You-Go Token purchases are charged at the time of purchase and are non-refundable.

8.3. Changes to Subscription Fees

• We may change the Subscription Fees from time to time at our sole discretion.
• We will give you at least 30 days' prior notice before any new Subscription Fee takes effect.
• Any new Subscription Fee will apply to the next Subscription Term following the notice period.
• If you do not agree to the new Subscription Fee, you may cancel your Subscription before the start of the next Subscription Term in accordance with clause 9.4.

8.4. Taxes

All Subscription Fees are exclusive of applicable taxes, including GST, VAT, and any other similar charges. You are responsible for paying any applicable taxes in addition to the Subscription Fees.

8.5. Failure to Pay

If we are unable to charge the applicable Subscription Fee to your nominated payment method, we may suspend or terminate your access to the Service until payment is made.

8.6. Token Usage

• Tokens included in your Subscription plan expire at the end of each billing period and do not roll over to subsequent periods unless otherwise specified.
• If you exhaust your Subscription's Token allocation, you may purchase additional Tokens on a Pay-As-You-Go basis or upgrade your Subscription plan.
• We reserve the right to adjust Token pricing and consumption rates with at least 30 days' prior notice.
• Token consumption is tracked and visible within the Service. You are responsible for monitoring your Token usage.

9. Term and Termination

9.1. Term

These Terms commence on the Commencement Date and continue until terminated in accordance with this clause 9.

9.2. Termination by Us

We may terminate your Subscription and access to the Service:

• immediately, if you breach any material term of these Terms, including the Acceptable Use Policy, and fail to remedy the breach within 14 days of receiving notice from us;
• immediately, if you engage in any fraudulent, unlawful, or abusive conduct;
• at any time for any reason, by giving you at least 30 days' prior written notice.

9.3. Termination by You

You may terminate your Subscription at any time by providing notice through your account settings or by contacting us at [email protected]. Termination will take effect at the end of the current billing period.

9.4. Effects of Termination

• Upon termination, your right to access and use the Service will cease immediately.
• We will delete or anonymise your Customer Data within 90 days of termination, unless retention is required for legal, regulatory, or contractual reasons.
• You will remain responsible for any outstanding fees owed at the time of termination.

10. Free Trials and Promotional Offers

From time to time, we may offer free trials, beta features, or promotional offers at our discretion.

Free trials or promotional offers may be subject to additional terms, which will be communicated to you at the time of the offer.

At the end of any free trial, your Subscription may automatically convert to a paid Subscription unless you cancel before the end of the trial period.

11. Suspension of Service

11.1. Suspension Rights

We may suspend your access to the Service (Suspension) if:

• we reasonably believe there is a significant threat to the security, integrity, or availability of the Service or any data within it;
• you or your Users breach the Acceptable Use Policy or any other material term of these Terms;
• we are required to do so by law, a regulatory authority, or by a Third-Party Application;
• you fail to pay any Subscription Fees when due under Clause 8, and the non-payment is not rectified within a reasonable period.

11.2. Notice and Reinstatement

Where practicable and legally permitted, we will provide you with reasonable notice before suspending your access to the Service.

We will use reasonable efforts to restore access promptly after the issue causing the suspension is resolved.

If the reason for Suspension is not resolved within a reasonable period, we may terminate your Subscription in accordance with clause 9.

12. Your Data

12.1. Ownership of Data

You retain all rights, title, and interest in and to your Customer Data, including any CRM records, email data, and other business data imported from Third-Party Applications.

12.2. Grant of Right

You grant us a non-exclusive, worldwide, royalty-free licence to access, use, copy, store, transmit, and process your Customer Data to:

• provide, maintain, and improve the Service;
• generate AI-powered communications, research, and analysis on your behalf in connection with the Service;
• create aggregated and de-identified data for our legitimate business purposes, including analytics and improving the performance of the Service, provided that no such data identifies you or any individual (Anonymous Data).

12.3. We may Analyse Anonymous Data

In addition to the usage rights granted under clause 12.2, and notwithstanding anything to the contrary in these Terms, we may then manipulate, process, deal, reproduce, distribute and permanently retain such Anonymous Data to provide the Services and for the following purposes: product improvement, statistical analysis, aggregation with other data, benchmarking, publication and for the display through widgets to any User of the Service (Analyses).

We retain all ownership and Intellectual Property Rights in, and related to, Analyses.

12.4. Monitoring of Services

We may monitor the Service to: (a) facilitate our operation of the Services; (b) help resolve your service requests; (c) help detect and address threats to the functionality, security, integrity, and availability of the Service, as well as any content, data (including Customer Data), or applications in the Service; and (d) help detect and address illegal acts or violations of the Acceptable Use Policy.

Our monitoring tools may collect, store and use Customer Data residing in the Cloud Service for these purposes.

12.5. Third Party Applications and Customer Data

• The Service may enable you to link to or integrate with Third Party Applications.
• You acknowledge that your access to, or use of, any Third Party Applications is subject to a separate agreement between you and the provider of the Third Party Application, and that we do not provide nor control the Third Party Application and are not responsible for any aspect of Third Party Applications that you may use or connect to through the Cloud Service.
• By connecting your account to the Third-Party Applications, you authorise us to access and process Customer Data from those applications as necessary to provide the Service. In doing so, you warrant and represent that you have the necessary rights and permissions to grant this access.

13. Feedback

The Customer grants the Company a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Cloud Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback provided by the Customer or any User to the Company.

14. Privacy and Data Handling

14.1. Privacy

Each Party must comply with its respective obligations pursuant to the Privacy Act in connection with these Terms.

We will manage any Personal Information it receives from you in the provision of the Services in accordance with our Privacy Policy, which may be subject to change.

14.2. Cross-Border Data Transfer

By using the Services, you acknowledge and agree that your Customer Data (including any Personal Information) may be transferred to, stored in, or processed in countries outside your jurisdiction, including Australia, the United States, and other locations where our service providers or affiliates are located.

We will take reasonable steps to ensure that such transfers comply with applicable data protection laws, including the UK GDPR, EU GDPR, and US privacy laws. This may include implementing safeguards such as standard contractual clauses, adequacy decisions, or other lawful transfer mechanisms.

If you are located in the UK, EU, or US, you acknowledge that data protections in those jurisdictions may differ from those in your country of residence.

15. Intellectual Property

We and/or our licensors retain all ownership and Intellectual Property Rights in, and related to, the Cloud Service.

You retain all ownership and Intellectual Property Rights in, and related to, the Customer Data.

16. Warranties and Disclaimers

16.1. General Disclaimer

Except as required under applicable law, the Cloud Service and any other Services we provide are provided on an 'as is' and 'as available' basis, and we make no warranties or guarantees about the Service. This includes no guarantee that the Service will always be available, uninterrupted, or error-free.

16.2. No Implied Warranties

To the maximum extent permitted by law, we exclude all express or implied warranties, guarantees, or representations, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Specifically, we do not warrant that:

• the Service will be free from errors, interruptions, or delays;
• the Service will be compatible with any specific hardware, software, or third-party applications;
• any errors or defects will be corrected; or
• the Service will meet your specific requirements or expectations.

16.3. No Warranty for Generated Content

You remain solely responsible for ensuring compliance with laws when using AI-generated content.

We make no warranty or representation about the accuracy, reliability, legality, or appropriateness of any content generated by the Service, including AI-generated communications. You are solely responsible for reviewing and approving any content generated by the Service.

16.4. Service Availability

While we aim to ensure the Services are generally available 24/7, we do not guarantee that the Services will be uninterrupted or error-free. From time to time, the Services may be unavailable due to maintenance, upgrades, system outages, or other reasons beyond our reasonable control.

We will use reasonable efforts to provide advance notice of scheduled downtime. You acknowledge and agree that interruptions to availability do not constitute a breach of these Terms.

16.5. No Warranty Concerning Third-Party Applications

We are not responsible for the operation, availability, or performance of any Third-Party Applications that integrate with the Service. You are responsible for complying with the terms and conditions of any third-party applications you use.

16.6. Data Security and Loss

While we take reasonable steps to protect your data, we do not guarantee that the Service will be free from security breaches, or that your data will not be lost or corrupted. You are responsible for maintaining backup copies of your data.

17. Indemnity

17.1. Customer Content Indemnity

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, Related Bodies Corporate, and agents (Indemnified Parties) from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with (i) your access to, or use of, the Service; and/or (ii) your breach of these Terms, including but not limited to:

• your use of the Services, including any AI-generated communications that result in claims of misrepresentation, misleading conduct, or other legal breaches;
• any misuse of the Third-Party Applications or any breaches of the terms and conditions of those terms and conditions due to your actions;
• any data and privacy breaches, including any unauthorised use, storage, or disclosure of personal or confidential data while using the Service;
• your violation of Laws, including any use of the Service that violates applicable laws, including but not limited to privacy laws, consumer protection laws, debt collection laws, and anti-spam laws;
• any user-generated content, including any content you submit, upload, or send through the Service, including any claims of defamation, IP infringement, or regulatory breaches.

17.2. Limitation of Indemnity

Your indemnity obligations under this clause do not apply to the extent that any claim arises due to our breach of these Terms, negligence, or wilful misconduct.

18. Limitation of Liability

18.1. Maximum Liability

To the extent permitted by law our total aggregate liability arising out of or in connection with these Terms, the Service, or any related matters (whether in contract, tort (including negligence), statute, or otherwise) is limited to:

• the total amount paid by you for the Service in the 12 months preceding the claim; or
• if no amount was paid, AUD$100.

18.2. Exclusions of Liability

To the extent permitted by law:

• subject to clause 17, neither party is liable for any indirect, consequential, or special losses, including but not limited to loss of profits, revenue, data, goodwill, or anticipated savings;
• we will not be liable for:
  • any downtime, service interruptions, or unavailability of the Service;
  • any errors, inaccuracies, or issues in AI-generated content produced by the Service;
  • any unauthorised access, hacking, or security breaches, unless it is directly caused by the Company's gross negligence.

18.3. Non-Excludable Rights

Nothing in these Terms excludes, limits, or modifies any rights, guarantees, or warranties that cannot be excluded under applicable law, including under the Australian Consumer Law (ACL). Where we are allowed to limit our liability for failure to comply with a consumer guarantee, our liability is limited, at our option, to resupplying the Service or paying the cost of having the Service resupplied, unless the law requires otherwise.

We may, at our discretion, choose to offer a refund instead of resupply.

19. Other Terms

19.1. Publicity Rights

We may refer to the Organisation as our customer on our website or in our promotional material. If we do so, you may ask us to stop doing so by contacting us at [email protected].

19.2. Notices

Any formal notices or notifications we issue to you will be sent to you either via email to the email address you provided during the sign-up process or will be notified to you via the Cloud Service.

Any formal notices to us must be sent to [email protected].

19.3. Certain Terms Survive Termination

Clauses in these Terms that, by their nature, could continue to apply after termination of these Terms will continue to apply. This includes, but is not limited to, clauses 12, 13, 17, 18, 19, and 20.

19.4. Assignment

The rights granted to you under these Terms must not be assigned nor transferred to another entity without our prior written consent, which will not be unreasonably withheld, and provided the entity agrees to be bound by the Terms and/or by the terms of your Enterprise Agreement (as the case may be).

You agree that we may assign, novate, or otherwise transfer, our rights and obligations under these Terms by notice to you and without your further consent.

19.5. Relationship

The relationship between the Parties pursuant to these Terms is that of independent contractors. These Terms do not create any joint venture, partnership, agency or employment relationship between the Parties.

19.6. Complaints and Disputes

(a) Complaints

If you have feedback, concerns, or complaints about the Service, please reach out to us at [email protected], or by submitting a support request.

(b) Disputes

If a disagreement arises in connection with these Terms or the Service, both parties agree to engage in good faith discussions to try to resolve the matter. If the dispute remains unresolved after 60 days of those discussions, either party may commence legal proceedings.

19.7. Governing Law and Jurisdiction

These Terms are governed by the Laws of New South Wales, Australia.

Should a dispute arise in relation to these Terms or the Services, or in connection with your engagement with us, the parties agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

20. General

20.1. Severability

If anything in these Terms is invalid, unenforceable, voidable, or in conflict or inconsistent with any applicable laws, that part or provision is severed (to the extent of the invalidity, unenforceability, voidability, conflict or inconsistency) and the rest of these Terms remain in force.

20.2. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, cyberattacks, labour disputes, or failures in telecommunications or internet services.

20.3. Jurisdiction Specific Terms

If there are laws that apply:

• to you or to your Organisation, or
• to us,

because of your specific location, and those laws are inconsistent with any part of these Terms, then those laws will prevail to the extent of the inconsistency.